Concentric AB: Annual General Meeting in Concentric

The Concentric AB board of directors has resolved to convene an annual
general meeting of shareholders to be held 30 April 2014 with, among
other things, a proposal on a performance based incentive program.
Further details on this and other proposals are found in the notice
convening the meeting which is found below.

The notice is expected to be published in the Swedish Official Gazette
(Post- och Inrikes Tidningar) and on the company’s website within the
next few days.

The shareholders of Concentric AB are hereby invited to attend the
annual general meeting to be held at 1 p.m. CET on Wednesday 30 April
2014 at Grand Hotel, Södra Blasieholmshamnen 8, Stockholm.

NOTICE OF ATTENDANCE

Shareholders who wish to attend the general meeting must

1. be recorded in the share register maintained by Euroclear Sweden AB,
as of Thursday 24 April 2014; and

2. notify Concentric of their intention to participate in the general
meeting at the address Concentric AB, P.O. Box 95, SE-280 40 Skånes
Fagerhult, Sweden, by telephone +46 (0)708 326 854 or by e-mail to info@concentricab.com,
by Thursday 24 April 2014 at the latest. On giving notice of attendance,
the shareholder should state the shareholder’s name, address, telephone
number, personal identity number or equivalent (corporate identity
number) and shareholdings. Proxies and representatives of a legal person
shall submit documents of authorisation prior to the general meeting. A
proxy form will be available on the company’s website, www.concentricab.com,
and will be sent, immediately and free of charge to the recipient, to
those shareholders who so request and state their postal address.

In order to participate in the annual general meeting, shareholders with
nominee registered shares must request their bank or broker to have
their shares temporarily owner-registered with Euroclear Sweden AB as of
Thursday 24 April 2014 and the bank or broker should therefore be
notified in due time before said date.

AGENDA

Proposal for agenda

1. Opening of the meeting and election of chairman of the meeting

2. Drawing up and approval of the voting list

3. Approval of the agenda

4. Election of one or two persons to approve the minutes

5. Determination of whether the meeting was duly convened

6. The CEO’s report

7. Presentation of the annual report and the auditor’s report and the
consolidated financial statements and the consolidated auditor’s report

8. Resolutions on:

1. adoption of the income statement and the balance sheet and the
consolidated income statement and the consolidated balance sheet;

2. appropriation of the company’s profit according to the adopted
balance sheet and on record date for dividend; and

3. discharge of personal liability for the board directors and the CEO
for the financial year 2013

1. Resolution on the number of board members

2. Resolution on fees and other compensation to the board members and
the auditor

3. Election of board members and auditor

4. Resolution on approval of guidelines for remuneration to senior
executives

5. Resolution on a performance based incentive programme (LTI 2014)

6. Resolution on a directed issue of warrants and approval of transfer
of warrants

7. Resolution on:

1. authorisation for the board of directors to resolve on acquisitions
of own shares;

2. authorisation for the board of directors to resolve on transfers of
own shares; and

3. transfers of own shares to participants in LTI 2014

1. Resolution on authorisation for the board of directors to resolve on
a synthetic alternative to LTI 2013

2. Closing of the meeting

Proposal for election of chairman of the meeting (item 1 on the agenda)

The nomination committee, which was appointed in accordance with what is
set out below, proposes that Stefan Charette shall be elected chairman
of the annual general meeting.

Proposal for appropriation of the company’s profit according to the
adopted balance sheet and for record date for dividend (item 8 (b) on
the agenda)

The annual general meeting has at its disposal profits carried forward
of SEK 385,155,271 plus a net profit for the year of SEK 1,312,076,197,
less own shares repurchased in the amount of SEK 11,372,840. Thus, the
annual general meeting has in total a non-restricted equity of SEK
1,685,858,628 at its disposal.

The board of directors proposes a dividend for the financial year 2013
of SEK 2.75 per share, totalling SEK 120,880,856 and that the balance
SEK 1,564,977,772 is carried forward.

As record date for the dividend the board of directors proposes Tuesday
6 May 2014. Subject to the resolution by the general meeting in
accordance with this proposal, the cash dividend is expected to be
distributed by Euroclear Sweden AB on Friday 9 May 2014.

Proposal for resolution on the number of board members, election of the
board members and auditor and resolution on fees and other compensation
for the board members and the auditor (items 9 – 11 on the agenda)

In accordance with the resolution of the annual general meeting 2012,
Göran Espelund, chairman (Lannebo Fonder), Stefan Charette (Creades AB),
Frank Larsson (Handelsbanken fonder) and Birger Gezelius (Swedbank Robur
Fonder) were in October 2013 appointed members of the nomination
committee before the annual general meeting 2014. The nomination
committee, which represents approximately 33 per cent of the shares and
votes in the company (end of February), proposes that the general
meeting resolves in accordance with the following.

The number of directors is proposed to be six, with no deputy directors.
The nomination committee proposes re-election of Stefan Charette,
Marianne Brismar, Kenth Eriksson, Martin Lundstedt, Martin Sköld and
Claes Magnus Åkesson. Stefan Charette is proposed to be re-elected
chairman of the board.

The nomination committee proposes re-election of the registered
accounting firm KPMG AB as the company’s auditor until the end of the
annual general meeting 2015.

Fees to the board members for the period up to and including the annual
general meeting 2015 is proposed to be paid as follows: The chairman of
the board of directors shall receive SEK 450,000 and each of the other
directors shall receive SEK 220,000. Additional consideration shall be
paid with SEK 50,000 to the chairman of the compensation committee and
the chairman of the audit committee shall receive SEK 75,000. Fees to
the auditor in respect of services performed are proposed to be paid
against approved account.

Proposal for resolution on approval of guidelines for remuneration to
senior executives (item 12 on the agenda)

The board of directors proposes that the annual general meeting resolves
on guidelines for remuneration to senior executives mainly in accordance
with the following.

General

It is of fundamental importance to the company and its shareholders that
the guidelines for remuneration to senior executives, in both a short
and long term perspective, enable the company to attract and retain
senior executives and other employees with excellent competence. To
obtain this it is important to sustain fair and internally balanced
terms that are at the same time competitive on the market with respect
to structure, scope and compensation levels.

The terms of employment for senior executives shall consist of a
balanced combination of fixed salary, annual bonus, long-term incentive
program, pension and other benefits and terms for dismissal/severance
payment.

The total annual monetary remuneration, i.e. fixed salary, bonus and
other long-term monetary remuneration, shall be in accordance with
market practice on the geographical market where the senior executive
operates. The total level of the compensation will be evaluated annually
to ensure that it is in line with market practice for corresponding
positions within the relevant geographical market.

The remuneration should be based on performance. It should therefore
consist of a combination of fixed salary and bonus, where the variable
remuneration forms a rather substantial part of the total remuneration,
but it is understood that the bonus is always capped to a pre-defined
maximum amount.

The annual report 2013 sets out details on the total remuneration and
other benefits awarded to the senior executives during 2013.

Remuneration and remuneration forms

The remuneration system of the company consists of various forms of
remuneration in order to create a well-balanced compensation that
fosters and supports management and achievement of goals in both a short
and long-term perspective.

Fixed remuneration

The fixed remuneration shall be individually determined and shall be
based on each individual’s responsibility and role as well as the
individual’s competence and experience in the relevant position.

Annual bonus

Senior executives have an annual bonus that is payable on an annual
basis. The annual bonus is structured as a variable part of the fixed
salary. Bonus goals shall primarily be based on the outcomes of
financial objectives for the entire company and financial goals for the
business unit for which senior executive is responsible as well as
clearly defined individual goals with respect to specific assignments.
The latter is to ensure that the senior executive also focuses on
non-financial targets of specific interest.

Bonus related financial objectives for the company shall be established
by the Board of Directors annually in order to ensure that they are in
line with the company’s business strategy and profit targets. On behalf
of the Board of Directors, the Compensation Committee establishes the
financial objectives for individual units proposed by the Managing
Director.

The part of the total remuneration consisting of the annual bonus varies
depending on position and may be up to 50 percent of the fixed annual
salary at full goal achievement. The bonus goals are constructed so that
no bonus will be paid if a certain minimum performance level is not
achieved. All bonus schemes within the organization are discretionary
and payable at the sole discretion of the management unless payment is
guaranteed by an existing legal agreement or contract.

Application of variable pay guidelines

Under pre-existing employment contracts, there are ongoing deviations
from the variable pay guidelines outlined above in respect of the CEO
and one other senior executive, whereby they continue to be entitled to
an annual bonus of up to 80 percent of their fixed salary at full goal
achievement.

Long Term Incentive Program

In order to foster a long-term perspective in the decision-making and to
ensure long term achievement of goals, the Board of Directors may
propose the General Meeting to resolve other types of long-term
incentive programs.

The Board of Directors uses long term incentives in order to ensure that
senior executives within the company have a long-term interest in a
stable value increase of the Concentric share. By implementing an
incentive program that is connected to the company’s profits and at the
same time its increase in value, the long-term growth of the company is
awarded and fostered. Further, long term incentive programs also aims at
making the company a more attractive employer, which contributes to the
company’s ability to retain key employees within the group as well as to
recruit new key employees.

Potential remuneration in form of long-term incentive programs shall be
in accordance with market practice on each relevant market.

Pension

When entering into new pension agreements with senior executives who are
entitled to pension, the pension shall be based on defined contribution
plans. Senior executives who are employed in Sweden retire by the age of
65 and other senior executives in accordance with local regulations on
pension. As a main principal, pension premiums are based solely on fixed
salary. Certain adjustments may occur in individual cases in accordance
with local market practice.

Other benefits

Other benefits, such as company car, compensation for healthcare and
health and medical insurance etc. shall form a minor part of the total
compensation and shall correspond to what may be deemed common market
practice in each geographical market.

Special remuneration

In addition to the above described remunerations, agreements on
additional remunerations may be made in exceptional situations, for
example when considered necessary to attract and retain key personnel or
induce individuals to move to new places of service or accept new
positions. Such special remunerations shall be limited in time and may
not exceed 36 months. Further, the total remuneration must not exceed an
amount equivalent to two times the remuneration the individual would
have received in the absence of an agreement on special remunerations.

Terms for dismissal and severance payment

Terms for dismissal and severance pay shall correspond to what may be
deemed common market practice for each geographical market. The Managing
Director has a notice period of 12 months. Other senior executives have
a notice period up to 6 months. In addition hereto, when entering into
new employment contracts, agreement may be made with senior executives
on severance pay upon termination of the employment by the company,
corresponding to a maximum of 12 months’ fixed salary. Upon termination
of the employment, local practice on the geographical market where the
senior executive operates shall be complied with.

The Board of Directors is entitled to deviate from the guidelines if
there are specific reasons or needs in an individual case.

Proposal for resolution on a performance based incentive programme (LTI
2014) (item 13 on the agenda)

The board of directors believes that an incentive programme that is
connected to the company’s profits and at the same time its increase in
value will award and foster the long-term growth of the company.
Further, an incentive programme will contribute to the ability of
Concentric to retain and recruit key employees within the group.

Considering the above, the board proposes a long-term performance based
incentive programme (”LTI 2014”) under which senior executives and key
employees will be entitled to receive employee stock options that
entitles the participants to acquire Concentric shares under mainly the
terms and conditions set out below. In order to ensure and maximize the
management’s engagement in Concentric, allocation of employee stock
options under LTI 2014 will be conditional upon the participants
becoming shareholders in Concentric by own investments in the Concentric
share in the stock market. The board’s intention is that the incentive
programme will run over a long-term period, thus the board intends to
propose the general meeting in the coming years to resolve upon similar
incentive programmes.

To be able to implement LTI 2014 in a cost-efficient and flexible
manner, the board of directors has considered various methods for
transferring Concentric shares under LTI 2014, such as a share swap
agreement with a third party, repurchase and transfer of own shares and
transfer of warrants entitling to subscription of new shares. The board
of directors has also considered that delivery of shares under LTI 2014
will be made no earlier than 2017. In order to retain full flexibility,
the board proposes that shares can be delivered with any of the above
three alternate methods (in accordance with the proposals below and the
board’s proposal on directed issue and transfer of warrants and the
board’s proposal on acquisition and transfer of own shares to
participants in LTI 2014), with the right for the board to combine or
chose any of the methods.

The board proposes that the annual general meeting resolves on the
implementation of a long-term incentive programme, LTI 2014, principally
based on the following conditions and principles.

1. LTI 2014 shall comprise up to 8 senior executives, including the CEO,
and other key employees within the Concentric group.

2. In order to participate in LTI 2014, the participants must make own
investments in Concentric shares in the stock market no later than 30
May 2014, with right for the board to, in respect of participants
joining LTI 2014 thereafter, postpone the last day of acquisition to no
later than 14 November 2014.

3. Within LTI 2014, investments in Concentric shares may be made by the
CEO up to a value of 50 per cent of his annual base salary effective
from 1 January 2014, and by other participants up to a value of 20 per
cent of their respective annual base salary effective from 1 January
2014. The maximum number of shares that each participant is entitled to
acquire under the LTI 2014 shall be calculated using a share price of
SEK 89, equal to the average of each trading day’s volume weighted
average share price on NASDAQ OMX Stockholm during the period 17 March
2014 to 28 March 2014 (inclusive), rounded to the nearest ten öre.

4. Each Concentric share acquired under LTI 2014 will entitle the
participants to two free employee stock options, where each, after a
three year lock-up period, will entitle the participant to acquire one
(1) Concentric share at a price of SEK 71.20 and SEK 106.80
respectively. This exercise price equals 80 and 120 per cent
respectively of the average of each trading day’s volume weighted
average share price on NASDAQ OMX Stockholm during the period 17 March
2014 to 28 March 2014 (inclusive), rounded to the nearest ten öre.

5. Each Concentric share acquired under LTI 2014 will also entitle the
participants to two free performance employee stock options, where each,
if certain performance criteria specified below are met, will entitle
the participant to acquire one (1) Concentric share at a price of SEK
71.20. This exercise price equals 80 per cent of the average of each
trading day’s volume weighted average share price on NASDAQ OMX
Stockholm during the period 17 March 2014 to 28 March 2014 (inclusive),
rounded to the nearest ten öre.

6. Each participant may receive no more than four (4) employee stock
options and performance employee stock options in total for each
acquired Concentric share. In all, a maximum of 170,000 employee stock
options, each entitling to one (1) Concentric share, may be allocated
under LTI 2014. Allocation of the employee stock options is to be
decided by the board.

7. The employee stock options shall have a 39 months term (but never
past 30 November 2017) and can be exercised to acquire Concentric shares
during a three month period from the date of publication of Concentric’s
report for the first quarter 2017.

8. Exercising the employee stock options is subject to the participant
remaining employed in the Concentric group (with certain exceptions
decided by the board) and retaining the Concentric shares acquired under
LTI 2014 throughout the three year lock-up period, thus up to and
including the date of exercising the employee stock options.

9. The board of directors shall be authorised to resolve on a premature
exercise of the employee stock options (i) if a person, alone or
together with related parties, acquires such number of shares in
Concentric that, in accordance with applicable rules, gives rise to an
obligation to announce a mandatory offer to acquire all outstanding
shares in the company or (ii) for individual participants based on
individual circumstances, or (iii) if premature exercise is otherwise
deemed to be suitable or appropriate, taking into account performance
achieved to the date of premature exercise.

10. The number of Concentric shares that the employee stock options
entitles the participants to acquire may be recalculated due to a bonus
issue, share split or consolidation, rights issue and/or any similar
event, by applying the recalculation principles applicable on the
warrants proposed under the board’s proposal on directed issue of
warrants.

11. The board of directors shall decide on the detailed terms and
conditions of LTI 2014. The board shall be entitled to deviate from or
adjust the terms and conditions as a result of local regulations and
practice. The right for the board includes also to offer a synthetic
cash settled alternative, on terms which as far as possible shall be
close to those for LTI 2014, to such senior executives who cannot, or
can but only at a cost which is not proportionate, receive shares in
Swedish listed companies. The board of directors shall have a right to
resolve on terms which allow for the cash settled alternative not to be
less beneficial for the executive from a financial point of view due to
possible differences in tax treatment as compared to if the executive
could have received shares.

Performance criteria

The conditional right to exercise the performance employee stock options
is subject to the fulfilment of the following performance criteria.

The first performance employee stock option will entitle the participant
to acquire one (1) Concentric share per option if Concentric’s reported
earnings per share of the financial year 2016 reach or exceed SEK 6.00.

The second performance employee stock option will entitle the
participant to acquire one (1) Concentric share per option if
Concentric’s reported return on equity (taking into account the new IAS
pension accounting rules) reaches or exceeds 20 per cent per year in
average over the financial years 2014, 2015 and 2016.

No partial exercising of performance employee stock options will be
allowed if the performance criteria are not fully met.

Authorisation to enter into a swap agreement

Concentric’s supply of shares to the participants under LTI 2014 may be
made by instructing a third party to deliver Concentric shares under a
swap agreement.

In accordance with this, the board proposes that the annual general
meeting resolves to authorise the board to enter into a swap agreement
regarding own shares. Thus, it is proposed that the financial exposure
of LTI 2014 may be hedged by Concentric entering into a share swap
agreement with a third party, whereby the third party in its own name
shall acquire and transfer Concentric shares to employees participating
in LTI 2014.

Costs

The LTI 2014 is expected to result in costs of MSEK 1.2 annually for
Concentric if participants invest to their individual limits, and full
vesting and annual 15 per cent share price growth is assumed. In
addition to this, social security charges will apply in the year of
vesting, 2017. Social security charges are expected to be expensed to an
amount of MSEK 0.4 annually based on the same assumptions.

Preparation of the matter

The board’s proposal has on LTI 2014 been prepared by the board of
directors.

Voting majority

The annual general meeting’s resolution on this proposal is valid only
if it is supported by shareholders representing more than half of the
votes cast.

Proposal for resolution on a directed issue of warrants and approval of
transfer of warrants (item 14 on the agenda)

The board of directors proposes that the annual general meeting resolves
on a directed issue of warrants with the right to subscribe for new
shares in Concentric AB, mainly in accordance with the below proposal.

The board’s proposal entails the annual general meeting shall decide on
a directed issue of 170,000 warrants with the right to subscription of
new shares in the company, principally in accordance with the following
conditions.

1. The warrants are issued free of charge. Each warrant will give the
right to subscribe for one new share in Concentric, thus the share
capital of the company can increase with a maximum of SEK 374,000 if the
warrants are fully utilised.

1. The right to subscribe for warrants shall, with a deviation from the
shareholders’ preferential rights, be granted Concentric’s fully owned
subsidiary Concentric Skånes Fagerhult AB.

1. Subscription to the warrants shall be made no later than 31 August
2014, with the board reserving the right to extend this time limit.

1. The warrants can be exercised to acquire shares in Concentric from
the registration of the warrants with the Swedish Companies Registration
Office and up to and including 31 December 2017.

1. The new shares issued under the warrants shall entitle to dividend as
from the first record date for dividend to occur after the registration
of the new shares with the Swedish Companies Registration Office.

1. The number of shares issued under each warrant may be recalculated in
accordance with customary recalculation principles due to a bonus issue,
share split or consolidation, rights issue and/or any similar event.

Reason for the deviation from the shareholders’ preferential right

The reason for deviating from the shareholders’ preferential rights is
that Concentric wishes to implement an incentive programme for senior
executives and key employees within the group, by which they can be
offered the opportunity to take part in an increase in the company’s
share value.

Dilution

At full utilisation of the warrants, the number of outstanding shares in
the company will increase by 170,000. These shares constitute 0.4 per
cent of the number of shares and votes after full dilution, calculated
as the number of new shares in relation to the number of existing and
new shares in the company. Together with outstanding warrants under
previous incentive programs, the warrants will result in a combined
dilution of approximately 1.4 per cent of the outstanding shares and
votes in the company.

If the warrants had been fully utilised during 2013, Concentric’s result
per share for the financial year 2013 had been SEK 3.95 per share pro
forma, instead of to SEK 4.00 per share (basic and diluted).

In the event that repurchased shares, or shares acquired under a swap
agreement, (in accordance with the board’s proposal for acquisition and
transfer of own shares to participants of LTI 2014, respectively) are
fully or partly transferred to the participants in LTI 2014 instead of
warrants, the dilution will be reduced.

Transfer of the warrants

Furthermore, the board of directors proposes that the annual general
meeting resolves to approve that Concentric Skånes Fagerhult AB, on one
or more occasions, may transfer warrants to the participants in LTI 2014
in accordance with the terms and conditions of LTI 2014, and otherwise
dispose of the warrants in order to cover costs related to, and fulfil
obligations occurring under, LTI 2014.

Preparation of the matter

The board’s proposal has been prepared by the board of directors.

Special authority

The board of directors proposes that the board, or anyone appointed by
the board, shall be entitled to make the minor adjustments to the above
proposed resolution that may be necessary upon registration of the
resolution with the Swedish Companies Registration Office.

Voting majority and condition for resolution

The annual general meeting’s resolution under proposal is valid only if
it is supported by shareholders representing at least nine tenths of
both the votes cast and the shares represented at the annual general
meeting.

The board proposes that a resolution under this proposal is to be
subject to the annual general meeting having resolved to pass the
board’s proposal on LTI 2014 under item 13 on the agenda.

Proposals concerning authorisation of acquisition and transfer of own
shares and transfer of own shares to participants in LTI 2013 (items 15
(a)-(c) on the agenda)

Proposal for resolution on authorisation for the board of directors to
resolve on acquisitions of own shares (item 15 (a) on the agenda)

The board of directors proposes that the annual general meeting
authorises the board to resolve on repurchase of own shares on one or
several occasions during the period up to the annual general meeting
2015 mainly in accordance with the following.

1. Acquisition of own shares must be made on NASDAQ OMX Stockholm.

1. Own shares may be acquired to the extent the company’s holdings of
own shares in total amounts to no more than one tenth of all shares in
the company.

1. Acquisition of own shares on NASDAQ OMX Stockholm shall be made in
cash and at a price within the stock market price interval registered at
any given time, such interval being the interval between the highest
purchase price and the lowest sales price.

The reasons for the proposed authorisation to repurchase own shares are
to enable share transfers in accordance with the board’s proposals for
authorisation for the board to transfer own shares and for previous and
proposed resolution on transfer of own shares to participants in LTI
2012, LTI 2013 and LTI 2014, to increase the flexibility for the board
in connection to potential future corporate acquisitions, as well as to
be able to improve the company’s capital structure and to cover costs
for LTI 2012, LTI 2013 and LTI 2014, including also possible cash
settled alternatives and the board’s proposal on item 16 of the agenda,
and enable delivery of shares in accordance with LTI 2012, LTI 2013 and
LTI 2014.

A resolution passed by the annual general meeting in accordance with
this proposal is valid only when supported by shareholders holding at
least two thirds of the votes cast as well as of the shares represented
at the meeting.

Proposal for resolution on authorisation for the board of directors to
resolve on transfers of own shares (item 15 (b) on the agenda)

The board of directors proposes that the annual general meeting
authorises the board to resolve on transfer of own shares on one or
several occasions during the period up to the annual general meeting
2015 mainly in accordance with the following.

1. Transfer of own shares must be made either on NASDAQ OMX Stockholm or
in another manner.

2. Transfer of own shares may be made with deviation from the
shareholders’ preferential rights.

1. The maximum number of shares that may be transferred is the total
number of own shares held by the company at the time of the board’s
resolution to transfer the shares.

2. Transfer of own shares on NASDAQ OMX Stockholm shall be made at a
price within the stock market price interval registered at any given
time, such interval being the interval between the highest purchase
price and the lowest sales price; transfer of own shares in another
manner shall be made at a price that shall be determined in close
connection with the shares’ quoted price at the time of the board’s
resolution to transfer the shares.

3. Payment for the transferred shares may be made in cash, by
contribution in kind or by set-off.

4. The board is entitled to determine the other terms and conditions of
the transfer which, however, shall be in accordance with the market.

The reasons for the proposed authorisation to transfer own shares and
for the deviation from the shareholders’ preferential rights are to
increase the flexibility of the board in connection to potential future
corporate acquisitions, by facilitating a fast and efficient financing
by divesting holdings of own shares, as well as to be able to improve
the company’s capital structure and to cover costs relating to LTI 2012,
LTI 2013 and LTI 2014, including also possible cash settled alternatives
and the board’s proposal on item 16 of the agenda.

A resolution passed by the annual general meeting in accordance with
this proposal is valid only when supported by shareholders holding at
least two thirds of the votes cast as well as of the shares represented
at the meeting.

Proposal for resolution on transfer of own shares to participants in LTI
2014 (item 15 (c) on the agenda)

The board of directors proposes that the annual general meeting resolves
on transfer of own shares mainly in accordance with the following.

1. The maximum number of shares that may be transferred is 170,000.

1. The participants in LTI 2014 are, with deviation from the
shareholders’ preferential rights, entitled to acquire the shares with
right for each of the participants to acquire no more than the maximum
number of shares allowed under the terms and conditions for LTI 2014.

1. The participants’ right to acquire shares are conditional upon the
fulfilment of all of the conditions set up in LTI 2014.

1. The shares must be transferred within the time period set out in the
terms and conditions of LTI 2014.

1. The shares must be transferred at a price equivalent to price
established for acquisition of shares under the terms and conditions of
LTI 2014.

1. Payment for the shares must be made in cash and within ten banking
days from the participants’ exercise of the employee stock options that
entitle the participants to acquire shares under LTI 2014.

1. The number of shares that may be transferred to the participants in
LTI 2014 may be recalculated due to bonus issue, share split, rights
issue and similar events in accordance with the terms and conditions of
LTI 2014.

The reason for the proposed transfer and for the deviation from the
shareholders’ preferential rights is to enable delivery of shares under
LTI 2014.

The board proposes that a resolution under this proposal is to be
subject to the annual general meeting having resolved to pass the
board’s proposal on LTI 2014 under item 13 on the agenda.

Resolution passed by the annual general meeting in accordance with the
board’s proposal for resolution on transfer of own shares to
participants in LTI 2014 is valid only when supported by shareholders
holding at least nine tenths of the votes cast as well as of the shares
represented at the annual general meeting.

Proposal for resolution on authorisation for the board of directors to
resolve on a synthetic alternative to LTI 2013 (item 16 on the agenda)

Background

At the annual general meeting of shareholders 24 April 2013 the
shareholders of the company resolved on a long term incentive programme,
“LTI 2013”. The participants in LTI 2013 receive employee options,
exercisable after three years, after having purchased shares in the
company on the market, “Saving Shares”.

Martin Bradford is senior vice president of Americas region and an
American citizen, the “Executive”. After the Executive having been
offered, and having accepted, to participate, the company has learnt
that banks are reluctant to open up securities accounts on behalf of
American citizens due to i.e extensive reporting obligations. These
circumstances stopped the Executive from acquiring the required Saving
Shares and bear a risk to stop the future exercise of employee options.

Proposal

In light of the above, the board of directors proposes that the annual
general meeting of shareholders authorises the board of directors to
offer the Executive a synthetic alternative involving the acquisition
from the company of synthetic shares, instead of Saving Shares under LTI
2013, and the receipt of synthetic employee options, instead of employee
options under the LTI 2013. The synthetic shares and synthetic options
shall be cash settled, but the terms otherwise as far as possible be
close to those that would have applied if the Executive had acquired
Saving Shares on the market and had received employee options in
accordance with the terms for LTI 2013. The board of directs shall have
a right to resolve on terms which allow for the synthetic alternative
not to be less beneficial for the Executive from a financial point of
view due to possible differences in tax treatment as compared to if the
Executive could have received shares under the LTI 2013.

Costs

The costs for the LTI 2013, including also a synthetic alternative
pursuant to this proposal, is not expected to exceed the costs reported
in the board’s proposal for LTI 2013 to the annual general meeting of
shareholders 24 April 2013, i.e. based on certain assumptions MSEK 0.8
annually and in addition social security charges to an amount of MSEK
0.3 annually.

A resolution passed by the annual general meeting in accordance with
this proposal is valid only when supported by shareholders holding more
than half of the votes cast.

MISCELLANEOUS

Documents

Copies of the board’s and the nomination committee’s complete proposals
including the board’s and the auditor’s statements, the accounts and the
auditor’s report regarding 2013 will be available at the company and on
the company’s website www.concentricab.com
as from Wednesday 9 April 2014 and will be sent, immediately and free of
charge to the recipient, to those shareholders who so request and state
their postal address. The board’s and the nomination committee’s
complete proposals including the board’s and the auditor’s statements,
the accounts and the auditor’s report regarding 2013 will also be
available at the general meeting.

Information at the annual general meeting

The board of directors and the CEO shall, if any shareholder so requests
and the board of directors believes that it can be done without material
harm to the company, provide information regarding circumstances that
may affect the assessment of an item on the agenda, circumstances that
can affect the assessment of the company’s or its subsidiaries’
financial situation and the company’s relation to other companies within
the group. Shareholders requiring to submit questions in advance may
send them to Lena Olofsdotter, Concentric AB, P.O. Box 95, SE-280 40
Skånes Fagerhult, Sweden.

Shares and votes

As per the day of this notice, the number of shares and votes in
Concentric totals 44,215,970 respectively of which Concentric holds
259,295 own shares.